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Beginning as a single day, from its second year it was run over two nights with two stages – the Main Stage, and the Pharaoh's Annex. The Main Stage hosted the major local and international acts, while the Pharaoh's Annex featured lesser-known local acts, and in the later evening, the more dance-oriented acts of the festival. There was also a variety of market stalls. With declining attendees that stemmed from the embarrassing failure at the 2009/2010 festival to perform a New Year countdown and the last-minute cancellation of numerous acts, the festival was shelved for 2013 and as of September that year its promoters were "exploring options for the festival to return in 2014". As of January 2017 this 'exploration' had still not resulted in any success.[2]

Originally held on 31 December as a one-day festival, it was organised by local Phillip Island resident, Angus Cameron, and his two cousins.[1] They had approached the Bass Coast Shire council with the proposal which took two years to develop.[1] Cameron recalled that they had underestimated the cost of establishing the festival.[1]

The initial line-up was announced on Monday 10 September, with the second line-up announcement being made on Tuesday 23 October. The Black Keys and Fun Lovin' Criminals were also due to play, but cancelled in late December.

After almost three days of running as scheduled, three hours before New Year's Eve 2009, the festival was hit by a severe electrical storm on Phillip Island, although a much bigger storm hit the Fall's Festival that same night, which was incident-free. Organisers and bands in conjunction with security and emergency services personnel decided that moving the acts to the Pharaoh’s Annex would be unsafe. Attendees who paid $300 for tickets to the event claimed "a lack of communication" left thousands of festival-goers stranded in the pouring rain for hours. Performances by Empire Of The Sun, Grinspoon, The Butterfly Effect and Van She were delayed, moved and then abruptly cancelled after the storm damaged lighting and sound equipment on the main stage.[3]